LOREAL_Registration_Document_2017

7 Annual General Meeting DRAFT RESOLUTIONS AND REPORT OF THE BOARD OF DIRECTORS TO THE ORDINARY GENERAL MEETING TO BE HELD ON 17 APRIL 2018

Fifteenth resolution: Authorisation granted to the Board of Directors to carry out free grants of existing shares and/or shares to be issued with cancellation of shareholders' preferential subscription right to employees and executive officers

The Annual General Meeting, having reviewed the Report of the Board of Directors and the Special Report of the Statutory Auditors, deliberating in accordance with the quorum and majority requirements for Extraordinary General Meetings and acting in accordance with Articles L. 225-197-1 et seq . of the French Commercial Code: authorises the Board of Directors to carry out, on one or 1) several occasions, free grants of existing shares or shares to be issued in L'Oréal, to employees and executive officers of the Company and of its French or foreign affiliates under the conditions of Article L. 225-197-2 of the French Commercial Code or to certain categories of employees and executive officers; sets the validity period of this authorisation, which may be 2) used on one or several occasions, at 26 months from 21 June 2018, namely upon the expiry of the current authorisation to carry out the allocation of existing shares to employees and executive officers that will end on 20 June 2018; decides that the total number of free shares granted in 3) this manner may not represent more than 0.6% of the share capital recorded on the date of the Board of Directors’ decision, it being stated that this maximum number of existing shares or shares to be issued does not take into account the number of additional shares that may be allocated as the result of an adjustment in the number of shares initially allocated following a transaction on the Company's share capital; decides that the maximum nominal amount of the 4) increases in share capital that may be carried out pursuant to this authorisation will be charged against the total ceiling provided for in paragraph 2) of the eleventh resolution approved during the Annual General Meeting of 20 April 2017; decides that the number of free shares granted to the 5) Company’s executive officers may not represent more than 10% of the total number of free shares granted during that same financial year pursuant to such resolution; decides that the Board of Directors shall determine the 6) identity of the beneficiaries or categories of beneficiaries of the allocations and the number of free shares granted to each one as well as the conditions to be met in order for the allocation to become binding, and notably the performance conditions, it being stated that the free grant

of shares may be carried out without performance conditions as part of an allocation (i) for the benefit of all employees of L’Oréal and, if applicable, of its French and foreign affiliates, or (ii) for the benefit of employees and executive officers of foreign companies subscribing to a capital increase carried out pursuant to the 17 th resolution of this Annual General Meeting or taking part in an employee shareholder transaction through the disposal of existing shares, or (iii) for the benefit of employees that are not members of the Executive Committee for a maximum of 200 free shares allocated as part of each of the plans decided by the Board of Directors; decides (i) that the grant of such shares to their 7) beneficiaries, for all or part of the shares granted, will become final and binding subject to satisfying the other conditions set at the time of the grant, at the end of a minimum vesting period of four years, and (ii) that the Board of Directors may set, and if applicable decide the duration of, a holding period for the vested shares; decides that the grant of these shares to their 8) beneficiaries will become final and binding prior to the expiry of the above-mentioned vesting periods in the event of disability of the beneficiary corresponding to a classification in the second or third categories provided for in Article L. 341-4 of the French Social Security Code ( Code de la sécurité sociale ) and that such shares will be freely transferable in the event of disability of the beneficiary corresponding to a classification in the above mentioned categories under the French Social Security Code; authorises the Board of Directors to carry out, where 9) necessary, during the vesting period, adjustments to the number of shares associated with any possible transactions on the Company's share capital under the meaning of Article L. 225-181 of the French Commercial Code, so as to preserve the rights of the beneficiaries; duly notes that this authorisation automatically entails, for 10) the benefit of the beneficiaries of the free shares, the waiver by shareholders of their preferential subscription rights and of the portion of the reserves, profits or share premiums which, where applicable, are necessary for the issue of new shares; delegates full powers to the Board, with the power to 11) delegate further subject to the legal limits, to implement this authorisation.

REGISTRATION DOCUMENT / L'ORÉAL 2017

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